PLEDGE AGREEMENTPledge Agreement • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • Nevada
This PLEDGE AGREEMENT, dated as of March 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made and given by GRYPHON GOLD CORPORATION, a corporation organized and existing under the laws of the State of Nevada, as pledgor (together with any successors in such capacity, the “Pledgor”) in favor and for the benefit of WATERTON GLOBAL VALUE, L.P., by its Investment Manager, Altitude Management Limited (with its successors and assigns, the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • Nevada
THIS SECURITY AGREEMENT (together with all amendments, restatements, modifications, supplements and revisions thereof in accordance with its terms, the “Agreement”) is made as of March 20, 2012 by Gryphon Gold Corporation, a corporation organized and existing under the laws of the State of Nevada (the “Debtor”) in favor and for the benefit of Waterton Global Value, L.P., by its Investment Manager, Altitude Management Ltd. (with its successors and assigns, the “Secured Party”).
BRIDGE LOAN AGREEMENT Among GRYPHON GOLD CORPORATION as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO as the Guarantors, WATERTON GLOBAL VALUE, L.P. as the Lender Dated as of March 20, 2012Bridge Loan Agreement • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • Ontario
This BRIDGE LOAN AGREEMENT dated as of March 20, 2012 (the “Closing Date”) is by and among Gryphon Gold Corporation, a corporation organized and from time to time existing under the laws of the State of Nevada, as the borrower (the “Borrower”), each person that executes a Guarantee including the Original Guarantor, as guarantor (each a “Guarantor” and, collectively, the “Guarantors”), and WATERTON GLOBAL VALUE, L.P., a limited partnership existing under the laws of the British Virgin Islands, by its Investment Manager, Altitude Management Limited, a corporation existing under the laws of Gibraltar, as the lender (“Lender”).
TO: WATERTON GLOBAL VALUE, L.P. (the “Senior Creditor”) RE: Bridge Loan Agreement dated as of March 20, 2012 (the “Bridge Loan Agreement”), among Gryphon Gold Corporation (“Gryphon”), Borealis Mining Company and the Senior CreditorSubordination • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores
WHEREAS Computershare Trust Company of Canada (the “Subordinated Trustee”) is trustee to the holders (the “Holders”) of certain 10% Series B Subordinate Secured Notes issued by Gryphon and maturing on November 22, 2012 (the “Notes”), pursuant to a note indenture dated as of November 22, 2011 between Gryphon and the Subordinated Trustee (the “Note Indenture”);
SUPPLEMENTAL NOTE INDENTURE GRYPHON GOLD CORPORATION - and – COMPUTERSHARE TRUST COMPANY OF CANADASupplemental Note Indenture • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • New York
GUARANTEEGuarantee • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • Nevada
This GUARANTEE (as amended, modified, supplemented, extended or restated, the “Guarantee”), dated as of March 20, 2012, is made by Borealis Mining Company, a company organized and existing under the laws of Nevada (the “Guarantor”) in favor and for the benefit of WATERTON GLOBAL VALUE, L.P. (the “Beneficiary”).
SUPPLEMENTAL NOTE INDENTURE GRYPHON GOLD CORPORATION - and – COMPUTERSHARE TRUST COMPANY OF CANADASubordination • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • New York
WHEREAS by a note indenture (the “Base Indenture”) dated as of November 22, 2011 between the Corporation and the Trustee, provision was made for the issuance of the Subordinate Secured Notes (as defined in the Base Indenture) by the Corporation upon and subject to the conditions set out in such Base Indenture;
